EXHIBIT 4.46

AMENDMENT TO
ESCROW AGREEMENT

     This Amendment to Escrow Agreement (this “Amendment”), dated as of July 2^nd, 2010, is among NewLead Holdings Ltd., a Bermuda corporation (“NewLead”), Grandunion, Inc., a Marshall Islands corporation (“Grandunion”) and Computershare Trust Company, N.A., a national banking association (“Computershare”).

1. Reference to Escrow Agreement. Reference is made to the Escrow Agreement dated as of April 1, 2010, by and among NewLead, Grandunion and Computershare (the “Escrow Agreement”). Terms defined in the Escrow Agreement and not otherwise defined herein are used herein with the meanings so defined.

2. Amendment to Section 1(b) of Escrow Agreement. Section 1(b) of the Escrow Agreement is hereby deleted in its entirety and replaced with the following:

     “(b) “Claims” means any claims to the Holdback Shares asserted against Grandunion (i) pursuant to Section 2.3 of the Purchase Agreement or (ii) pursuant to Section 2.3 of the Securities Purchase Agreement dated as of July 2^nd, 2010, between NewLead and Grandunion (the “Additional Purchase Agreement”).”

3. Amendment to Section 8 of Escrow Agreement. Section 8 of the Escrow Agreement is hereby deleted in its entirety and replaced with the following:

     “8. No Limitation. NewLead’s rights and recourses against Grandunion with respect to any Claims under Section 2.3 of the Purchase Agreement or under Section 2.3 of the Additional Purchase Agreement shall not be replaced, limited or deemed to be waived, in whole or in part, by the exercise of NewLead’s rights and recourses under this Agreement or any other terms and conditions of this Agreement except to the extent of any payment made by the Escrow Agent to NewLead pursuant hereto following delivery of a Loss Notice in respect of a Claim.”

4. Miscellaneous. Except as otherwise set forth herein, the Escrow Agreement shall remain in full force and effect without change or modification. This Amendment may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	NEWLEAD HOLDINGS LTD.
	By:	/s/ Allan Shaw
	Name: Allan Shaw
	Title: CFO / Director
	Address for Notice:
	83 Akti Miaouli & Flessa Str.
	Piraeus 185 38 Greece
	Facsimile No.: 30 (210) 898 3788
	Telephone No.: 30 210 898 3787
	Attn: Allan Shaw
With a copy to:	Mintz, Cohn, Ferris, Glovsky, and Popeo, P.C.
	666 Third Avenue, New York, NY 10017
	Facsimile: (212) 983-3115
	Telephone: (212) 692-6768
	GRANDUNION, INC.
	By:	/s/ Michail S. Zolotas
	Name: Michail S. Zolotas
	Title: Director
	Address for Notice:
	Akti Miaouli 83 & Flessa 1-7
	Piraeus 185 38, Greece
	Facsimile No.: +30 (213) 014-8019
	Telephone No.: +30 (210) 428-8520
	Attn: Michail Zolotas